Soft x-ray microscopy shows enormous promise as a technique for imaging cellular structures at resolutions well beyond what can be achieved in optical microscopes, and with much simpler sample preparation than is required for electron microscopy. In addition, the lower radiation dose required (compared to electron microscopy) allows tomographic investigation of subcellular structures in three dimensions. Existing synchrotron based microscopes have shown the potential of the soft x-ray microscope as a research tool, but they have the disadvantage of being tied to a massive light source at only a few national laboratories. A suitably bright, compact, low cost light source is the enabling innovation needed to realize a commercial biological soft x-ray microscope. Energetiq has developed a unique light source technology using an electrodeless, inductively coupled plasma to produce light in the soft x-ray range. The Energetiq light source can be used to generate light needed to illuminate and image biological specimens in a soft x-ray microscope. In Phase I Energetiq explored the capability of the light source in the "water window" range of wavelengths and determined that an x- ray microscope based on the light source is feasible. A "proof of principle" microscope will be constructed in Phase II. Biologists have a need to image whole biological cells both at high resolution and in their hydrated state. Currently available microscopes satisfy one of these requirements but not both. Soft x-ray microscopy in the so-called 'water window' allows resolution to 20nm for fully hydrated cell samples, and can produce 2-D and 3-D tomographic images. The ability to resolve sub cellular structures in hydrated cells, and to create those images in minutes rather than days, could lead to more rapid advances in drug discovery, disease diagnosis, disease treatment and better understanding of the fundamental cellular processes. [unreadable] [unreadable] [unreadable]